Obbligazione Walton Inc. 3.125% ( US931142EJ83 ) in USD

Walton Inc.

100 USD ▼

Stati Uniti

US931142EJ83 ( in USD )

3.125% per anno ( pagato 2 volte l'anno)

22/06/2021 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Walmart Inc US931142EJ83 in USD 3.125%, scaduta

2 000 USD

2 000 000 000 USD

931142EJ8

AA ( High grade - Investment-grade )

Aa2 ( High grade - Investment-grade )

Walmart Inc. è una multinazionale americana della grande distribuzione, leader mondiale nel settore retail con attività che includono ipermercati, supermercati, e-commerce e altri servizi.

The Obbligazione issued by Walton Inc. ( United States ) , in USD, with the ISIN code US931142EJ83, pays a coupon of 3.125% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 22/06/2021

The Obbligazione issued by Walton Inc. ( United States ) , in USD, with the ISIN code US931142EJ83, was rated Aa2 ( High grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by Walton Inc. ( United States ) , in USD, with the ISIN code US931142EJ83, was rated AA ( High grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B5
424B5 1 d206936d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-221941

Proposed Maximum
Proposed
Title of Each Class
Amount to be
Aggregate Offering
Maximum Aggregate
Amount of
to be Registered

Registered

Price Per Unit

Offering Price Registration Fee(1)(2)
Floating Rate Notes Due 2020

$ 750,000,000

100.000%

$ 750,000,000

$ 93,375
Floating Rate Notes Due 2021

$ 750,000,000

100.000%

$ 750,000,000

$ 93,375
2.850% Notes Due 2020

$1,250,000,000

99.969%

$1,249,612,500

$155,577
3.125% Notes Due 2021

$1,750,000,000

99.995%

$1,749,912,500

$217,865
3.400% Notes Due 2023

$2,750,000,000

99.973%

$2,749,257,500

$342,283
3.550% Notes Due 2025

$1,500,000,000

99.712%

$1,495,680,000

$186,213
3.700% Notes Due 2028

$2,750,000,000

99.694%

$2,741,585,000

$341,328
3.950% Notes Due 2038

$1,500,000,000

98.963%

$1,484,445,000

$184,814
4.050% Notes Due 2048

$3,000,000,000

98.699%

$2,960,970,000

$368,641

(1)
Calculated in accordance with Rule 457(r) and Rule 457(o) under the Securities Act of 1933, as amended (the "Securities Act"). The total
registration fee for this offering is $1,983,471.
(2)
This "Calculation of Registration Fee" table shall be deemed to update the "Calculation of Registration Fee" table in the Company's Registration
Statement on Form S-3 (File No. 333-221941) in accordance with Rules 456(b) and 457(r) under the Securities Act.
Table of Contents
Prospectus Supplement
(To Prospectus dated December 7, 2017)
$16,000,000,000

$ 750,000,000 Floating Rate Notes Due 2020
$ 1,500,000,000 3.550% Notes Due 2025
$ 750,000,000 Floating Rate Notes Due 2021
$ 2,750,000,000 3.700% Notes Due 2028
$ 1,250,000,000 2.850% Notes Due 2020
$ 1,500,000,000 3.950% Notes Due 2038
$ 1,750,000,000 3.125% Notes Due 2021
$ 3,000,000,000 4.050% Notes Due 2048
$ 2,750,000,000 3.400% Notes Due 2023

Walmart Inc. is offering $750,000,000 aggregate principal amount of our floating rate notes due 2020 (the "2020 floating rate notes"), $750,000,000 aggregate principal
amount of our floating rate notes due 2021 (the "2021 floating rate notes" and, together with the 2020 floating rate notes, the "floating rate notes"), $1,250,000,000 aggregate
principal amount of our 2.850% notes due 2020 (the "2020 fixed rate notes"), $1,750,000,000 aggregate principal amount of our 3.125% notes due 2021 (the "2021 fixed rate
notes"), $2,750,000,000 aggregate principal amount of our 3.400% notes due 2023 (the "2023 notes"), $1,500,000,000 aggregate principal amount of our 3.550% notes due 2025
(the "2025 notes"), $2,750,000,000 aggregate principal amount of our 3.700% notes due 2028 (the "2028 notes"), $1,500,000,000 aggregate principal amount of our 3.950% notes
due 2038 (the "2038 notes"), and $3,000,000,000 aggregate principal amount of our 4.050% notes due 2048 (the "2048 notes" and, together with the other fixed rate notes of each
series, the "fixed rate notes" and, collectively with the floating rate notes, the "notes").
We will pay interest on the 2020 floating rate notes on the applicable dates specified herein, at a rate equal to the three-month London Interbank Offered Rate ("LIBOR") plus
4 basis points. We will pay interest on the 2021 floating rate notes on the applicable dates specified herein, at a rate equal to three-month LIBOR plus 23 basis points. We will pay
interest on the fixed rate notes of each series on the applicable dates specified herein, in each case, at the annual interest rate shown above for such series of notes. The notes of
each series will mature on the dates specified herein. See "Description of the Notes" in this prospectus supplement.
Each series of fixed rate notes will be redeemable, as a whole or in part, at our option, as described under "Description of the Notes--Optional Redemption of the Fixed Rate
Notes" in this prospectus supplement. None of the floating rate notes will be redeemable at our option.
In May 2018, we entered into agreements (the "Flipkart Agreements") with Flipkart Private Limited ("Flipkart"), the Singapore holding company of the Flipkart group, a
leading eCommerce business in India, and certain shareholders of Flipkart (the "Flipkart Shareholders"), pursuant to which we have agreed to acquire approximately 77 percent of
the share capital of Flipkart for an aggregate cash purchase price of approximately $16 billion (the "Flipkart Acquisition"). We intend to use a portion of the net proceeds from the
sale of the notes to fund a portion of the purchase price for the Flipkart Acquisition. The offering of the notes is not conditioned upon the consummation of the Flipkart
Acquisition. However, if on or prior to June 7, 2019 (i) the Flipkart Acquisition has not closed, (ii) the Flipkart Agreements are terminated, or (iii) we otherwise publicly announce
that the Flipkart Acquisition will not be consummated, then we will be required to redeem all of the outstanding 2021 floating rate notes, 2021 fixed rate notes, 2023 notes, 2028
notes and 2038 notes (collectively, the "Special Mandatory Redemption Notes") at a special mandatory redemption price equal to 101% of the aggregate principal amount of the
Special Mandatory Redemption Notes of each series, plus accrued and unpaid interest, if any, to, but not including, the date of redemption, as described under the heading
"Description of the Notes--Special Mandatory Redemption" in this prospectus supplement.
None of the 2020 floating rate notes, the 2020 fixed rate notes, the 2025 notes or the 2048 notes will be subject to the special mandatory redemption, and the notes of each
such series will remain outstanding even if we do not consummate the Flipkart Acquisition.
https://www.sec.gov/Archives/edgar/data/104169/000119312518199670/d206936d424b5.htm[6/22/2018 9:26:49 AM]

424B5
The notes of each series will be our senior unsecured debt obligations, will rank equally with our other senior unsecured indebtedness and will not be convertible or
exchangeable.
Investing in the notes involves certain risks. See "Risk Factors" beginning on page S-7 of this prospectus supplement.

Proceeds, before expenses,

Public offering price(1)

Underwriting discount

to Walmart Inc.

Per Note
Total

Per Note
Total

Per Note
Total

2020 Floating Rate Notes

100.000%
$ 750,000,000

0.200%
$ 1,500,000
99.800%
$ 748,500,000
2021 Floating Rate Notes

100.000%
$ 750,000,000

0.250%
$ 1,875,000
99.750%
$ 748,125,000
2020 Fixed Rate Notes

99.969%
$1,249,612,500

0.200%
$ 2,500,000
99.769%
$1,247,112,500
2021 Fixed Rate Notes

99.995%
$1,749,912,500

0.250%
$ 4,375,000
99.745%
$1,745,537,500
2023 Notes

99.973%
$2,749,257,500

0.350%
$ 9,625,000
99.623%
$2,739,632,500
2025 Notes

99.712%
$1,495,680,000

0.400%
$ 6,000,000
99.312%
$1,489,680,000
2028 Notes

99.694%
$2,741,585,000

0.450%
$12,375,000
99.244%
$2,729,210,000
2038 Notes

98.963%
$1,484,445,000

0.750%
$11,250,000
98.213%
$1,473,195,000
2048 Notes

98.699%
$2,960,970,000

0.875%
$26,250,000
97.824%
$2,934,720,000

(1)
Plus accrued interest, if any, from June 27, 2018.

Neither the U.S. Securities and Exchange Commission nor any state securities commission in the United States or foreign regulatory body has approved or
disapproved of these securities or passed on the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary
is a criminal offense.

The notes of each series will be a new issue of securities with no established trading market. The notes will not be listed for trading on any securities exchange.
The underwriters expect to deliver the notes to purchasers through the book-entry delivery system of The Depository Trust Company and through its direct and indirect
participants, including Clearstream Banking, S.A. and Euroclear Bank SA/NV, on or about June 27, 2018, which is the fifth business day following the date of this prospectus
supplement. This settlement date may affect the trading of the notes.

Joint Book-Running Managers

Barclays

Citigroup

J.P. Morgan
BofA Merrill Lynch

HSBC

Wells Fargo Securities
Senior Co-Managers

BNP PARIBAS

Credit Suisse

Goldman Sachs & Co. LLC
Mizuho Securities

Morgan Stanley

NatWest Markets
Co-Managers

BBVA

Santander

Scotiabank

Standard Chartered Bank
TD Securities

US Bancorp

ICBC Standard Bank

SMBC Nikko
Lloyds Securities

Loop Capital Markets

Academy Securities

Blaylock Van, LLC

CastleOak Securities, L.P

C.L. King & Associates
Ramirez & Co., Inc.
Siebert Cisneros Shank & Co., L.L.C.
Stephens Inc.

The Williams Capital Group, L.P.

June 20, 2018
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
About This Prospectus Supplement
S-ii
Where You Can Find More Information
S-ii
Incorporation of Information by Reference
S-iii
Cautionary Statement Regarding Forward-Looking Statements
S-iv
Summary
S-1
Risk Factors
S-7
Recent Developments
S-11
Use of Proceeds
S-14
Capitalization
S-15
Selected Financial Data
S-16
Ratio of Earnings to Fixed Charges
S-16
Description of the Notes
S-17
Book-Entry Issuance and Settlement
S-24
U.S. Federal Income Tax Considerations
S-26
https://www.sec.gov/Archives/edgar/data/104169/000119312518199670/d206936d424b5.htm[6/22/2018 9:26:49 AM]

424B5
Underwriting
S-27
Legal Matters
S-33
Experts
S-33
Prospectus

About This Prospectus

3
Where You Can Find More Information

4
Incorporation of Information by Reference

5
Cautionary Statement Regarding Forward-Looking Statements

6
Wal-Mart Stores, Inc.

10
Ratio of Earnings to Fixed Charges

11
Use of Proceeds

12
Description of the Debt Securities

13
Book-Entry Issuance and Settlement

30
U.S. Federal Income Tax Considerations

35
Plan of Distribution

46
Legal Matters

50
Experts

50

S-i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the terms of the offering of the notes. The second part is
the accompanying prospectus dated December 7, 2017, which we refer to as the "accompanying prospectus." The accompanying prospectus contains a
description of certain general terms of our debt securities, including the notes of each series, and gives more general information, some of which may not
apply to the notes.
You should rely only on the information contained in, or incorporated by reference into, this prospectus supplement and the accompanying
prospectus, and the information contained in any free writing prospectus we file with the Securities and Exchange Commission (the "SEC")
relating to this offering in evaluating, and deciding whether to make, an investment in the notes.
If information in this prospectus supplement is inconsistent with information in the accompanying prospectus, you should rely on the information in
this prospectus supplement, which supersedes the information in the accompanying prospectus. Neither we nor the underwriters have authorized any other
person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should
not assume that the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus or in any such free
writing prospectus is accurate as of any date other than the respective dates thereof. Our business, financial condition, results of operations and prospects
may have changed since those dates.
On February 1, 2018, the legal name of our corporation became "Walmart Inc.," changing from "Wal-Mart Stores, Inc." Except as the context
otherwise requires, or as otherwise specified in this prospectus supplement, the accompanying prospectus, or the information incorporated by reference into
this prospectus supplement and the accompanying prospectus, the terms "Walmart Inc.," "Wal-Mart Stores, Inc.," "Walmart," the "Company," "we," "us,"
"our" and "our company" refer to the Delaware corporation named Wal-Mart Stores, Inc. prior to February 1, 2018 and named Walmart Inc. commencing
on February 1, 2018 and, in each case, its consolidated subsidiaries. However, in the "Description of the Notes" section of this prospectus supplement and
the "Description of the Debt Securities" section of the accompanying prospectus, references to "the Company," "we," "us" and "our" are to Walmart Inc.
(parent company only) and not to any of its subsidiaries.
You should not consider any information in this prospectus supplement or the accompanying prospectus to be investment, legal or tax advice. We
encourage you to consult your own counsel, accountant and other advisors for legal, tax, business, financial and related advices regarding the purchase of
the notes.
This prospectus supplement and the accompanying prospectus may only be used in connection with the offering of the notes.
The distribution of this prospectus supplement and the accompanying prospectus and the offering or sale of the notes in some jurisdictions may be
restricted by law. We and the underwriters require persons into whose possession this prospectus supplement and the accompanying prospectus come to
inform themselves about and to observe any applicable restrictions. This prospectus supplement and the accompanying prospectus may not be used for or
in connection with an offer or solicitation by any person in any jurisdiction in which that offer or solicitation is not authorized or delivered to any person to
whom it is unlawful to make that offer or solicitation. See "Underwriting" in this prospectus supplement.
https://www.sec.gov/Archives/edgar/data/104169/000119312518199670/d206936d424b5.htm[6/22/2018 9:26:49 AM]

424B5
WHERE YOU CAN FIND MORE INFORMATION
For a discussion of where you can find additional information regarding the Company, see "Where You Can Find More Information" in the
accompanying prospectus.

S-ii
Table of Contents
INCORPORATION OF INFORMATION BY REFERENCE
As permitted by the SEC's rules, we "incorporate by reference" into this prospectus supplement and the accompanying prospectus the following
documents:

·
our Annual Report on Form 10-K for our fiscal year ended January 31, 2018, including the portions of the proxy statement that is part of our

Schedule 14A that was filed with the SEC on April 20, 2018 that are incorporated by reference into such Annual Report on Form 10-K (the
"Annual Report on Form 10-K");

·
our Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2018; and

·
our Current Reports on Form 8-K filed with the SEC on February 1, 2018, February 8, 2018, April 4, 2018 (a Current Report on Form 8-K/A),

May 11, 2018 and June 5, 2018.
For additional information regarding the information incorporated by reference into this prospectus supplement and the accompanying prospectus, see
"Incorporation of Information by Reference" in the accompanying prospectus. Any statement contained in this prospectus supplement or in any document
incorporated by reference in this prospectus supplement and the accompanying prospectus will automatically update and, where applicable, supersede any
information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus.

S-iii
Table of Contents
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus, including the documents incorporated by reference herein or therein, include or
incorporate by reference certain statements that may be deemed to be "forward-looking statements" within the meaning of the Private Securities Litigation
Reform Act of 1995 that are intended to enjoy the protection of the safe harbor from liability provided by that act for forward-looking statements. Such
forward-looking statements are not statements of historical facts, but instead express our estimates or expectations for our consolidated, or one of our
segment's, economic performance or results of operations for future periods or as of future dates or events or developments that may occur in the future or
discuss our plans, objectives or goals. These forward-looking statements relate to:

·
the growth of our business or change in our competitive position in the future or in or over particular periods;

·
the amount, number, growth or increase of or in certain financial items or measures or operating measures, including net sales, comparable

store and club sales, liabilities, expenses of certain categories, returns, capital and operating investments or expenditures of particular types,
new store openings, or investments in particular formats;

·
investments we will make and how certain of those investments are expected to be financed;

·
our plans to increase or decrease investments in eCommerce, technology, new units, store remodels and other customer initiatives;

·
volatility in currency exchange rates and fuel prices affecting our or one of our segments' results of operations;

·
the recognition of certain losses with respect to certain transactions and the timing of such recognitions;

·
the Company continuing to provide returns to shareholders through share repurchases and dividends, the use of share repurchase authorization

over a certain period or the source of funding of a certain portion of our share repurchases;

·
our sources of liquidity, including our cash, continuing to be adequate or sufficient to fund and finance our operations, expansion activities,

dividends and share repurchases, to meet our cash needs and to fund our domestic operations without repatriating earnings we hold outside of
the United States;

·
our intention to reinvest the earnings we hold outside of the United States in our foreign operations and certain laws, other limitations and
https://www.sec.gov/Archives/edgar/data/104169/000119312518199670/d206936d424b5.htm[6/22/2018 9:26:49 AM]

424B5

potential taxes on anticipated future repatriations of such earnings not materially affecting our liquidity, financial condition or results of
operations;

·
the insignificance of ineffective hedges and reclassification of amounts related to our derivatives;

·
our effective tax rate for certain periods and the realization of certain net deferred tax assets and the effects of resolutions of tax-related

matters;

·
the effect of adverse decisions in, or settlement of, litigation to which we are subject and the effect of a Foreign Corrupt Practices Act

("FCPA") investigation on our business;

·
the effect on the Company's results of operations or financial condition of the Company's adoption of certain new, or amendments to existing,

accounting standards; or

·
planned acquisitions and divestures, the realization of expected benefits and the timing and amount of any related charges or losses.
Statements of our plans, objectives and goals in this prospectus supplement and in our Annual Report on Form 10-K, our Quarterly Report on Form
10-Q and our Current Reports on Form 8-K incorporated herein and in the accompanying prospectus by reference, including our priority of the growth of
the Company being balanced by the long-term health of the Company, including returns, are also forward-looking statements.
The forward-looking statements described above are identified by the use in such statements of words or phrases such as "aim," "anticipate,"
"believe," "could be," "could increase," "could result," "estimate,"

S-iv
Table of Contents
"expansion," "expect," "expected to be," "focus," "forecast," "goal," "grow," "intend," "invest," "is expected," "may continue," "may fluctuate," "may
grow," "may impact," "may result," "objective," "plan," "priority," "project," "strategy," "to be," "we'll," "we will," "will add," "will allow," "will be,"
"will benefit," "will continue," "will decrease," "will have," "will impact," "will include," "will increase," "will open," "will remain," "will result," "will
strengthen," "would be," "would decrease" and "would increase," variations of such words and phrases and other words or phrases of similar import.
Risks, Factors and Uncertainties Affecting Our Business
Our business operations are subject to numerous risks, factors and uncertainties, domestically and internationally, that are outside of our control.
One, or a combination, of these risks, factors and uncertainties could materially affect any of those matters as to which we have made forward-looking
statements and cause our actual results or an actual event or occurrence to differ materially from those results or an event or occurrence described in any
such forward-looking statement. These factors, which may be global in their effect or affect only some of the markets in which we operate and which may
affect us on a consolidated basis or affect only some of our reportable operating segments, include, but are not limited to:
Economic Factors

·
economic, geo-political, capital markets and business conditions, trends and events around the world and in the markets in which Walmart

operates;

·
currency exchange rate fluctuations;

·
changes in market rates of interest;

·
changes in market levels of wages;

·
changes in the size of various markets, including eCommerce markets;

·
unemployment levels;

·
inflation or deflation, generally and in certain product categories;

·
transportation, energy and utility costs;

·
commodity prices, including the prices of oil and natural gas;

·
consumer confidence, disposable income, credit availability, spending levels, shopping patterns, debt levels, and demand for certain

merchandise;

·
trends in consumer shopping habits around the world and in the markets in which Walmart operates;

·
consumer enrollment in health and drug insurance programs and such programs' reimbursement rates and drug formularies; and

https://www.sec.gov/Archives/edgar/data/104169/000119312518199670/d206936d424b5.htm[6/22/2018 9:26:49 AM]

424B5

·
initiatives of competitors, competitors' entry into and expansion in Walmart's markets, and competitive pressures;
Operating Factors

·
the amount of Walmart's net sales and operating expenses denominated in U.S. dollar and various foreign currencies;

·
the financial performance of Walmart and each of its reportable operating segments, including the amounts of Walmart's cash flow during

various periods;

·
Walmart's need to repatriate earnings held outside of the United States and changes in U.S. and international tax regulations;

·
customer traffic and average ticket in Walmart's stores and clubs and on its eCommerce platforms;

S-v
Table of Contents

·
the mix of merchandise Walmart sells and its customers purchase;

·
the availability of goods from suppliers and the cost of goods acquired from suppliers;

·
the effectiveness of the implementation and operation of Walmart's strategies, plans, programs and initiatives;

·
the impact of acquisitions, divestitures, store or club closures, changes in our business portfolio and other strategic decisions and the timing of

such events;

·
Walmart's ability to successfully integrate acquired businesses, including within the eCommerce space;

·
unexpected changes in Walmart's plans, objectives and goals;

·
the amount of shrinkage Walmart experiences;

·
consumer acceptance of and response to Walmart's stores and clubs, eCommerce websites, mobile apps, programs and merchandise offerings,

including the Walmart U.S. segment's Grocery Pickup program;

·
new methods of delivery of purchased merchandise to customers;

·
Walmart's gross profit margins, including pharmacy margins and margins of other product categories;

·
the selling prices of gasoline and diesel fuel;

·
disruption of seasonal buying patterns in Walmart's markets;

·
Walmart's expenditures for FCPA and other compliance-related costs, including the adequacy of our accrual for the FCPA matter;

·
disruptions in Walmart's supply chain;

·
cybersecurity events affecting Walmart and related costs and impact of any disruption in business;

·
Walmart's labor costs, including healthcare and other benefit costs;

·
Walmart's casualty and accident-related costs and insurance costs;

·
the size of and turnover in Walmart's workforce and the number of associates at various pay levels within that workforce;

·
the availability of necessary personnel to staff Walmart's stores, clubs and other facilities;

·
delays in the opening of new, expanded or relocated units;

·
developments in, and the outcome of, legal and regulatory proceedings and investigations to which Walmart is a party or is subject, and the

liabilities, obligations and expenses, if any, that Walmart may incur in connection therewith;

·
changes in the credit ratings assigned to Walmart's commercial paper and debt securities by credit rating agencies;

·
Walmart's effective tax rate; and

·
unanticipated changes in accounting judgments and estimates;
Regulatory and Other Factors

·
changes in existing tax, labor, healthcare and other laws and changes in tax rates, including the enactment of laws and the adoption and
https://www.sec.gov/Archives/edgar/data/104169/000119312518199670/d206936d424b5.htm[6/22/2018 9:26:49 AM]

424B5

interpretation of administrative rules and regulations;

·
adoption or creation of new, and modification of existing, governmental policies, programs, initiatives and actions in the markets in which

Walmart operates and elsewhere and actions with respect to such policies, programs and initiatives;

S-vi
Table of Contents
·
the possibility of imposition of new taxes on imports and new tariffs and trade restrictions and changes in existing tariff rates and trade

restrictions;

·
changes in currency control laws;

·
changes in the level of public assistance payments;

·
the timing of federal income tax refunds;

·
natural disasters, public health emergencies, civil disturbances, and terrorist attacks; and

·
changes in generally accepted accounting principles in the United States.
We typically earn a disproportionate part of our annual operating income in the fourth quarter as a result of seasonal buying patterns, which patterns
are difficult to forecast with certainty and can be affected by many factors.
Other Risk Factors
We discuss certain of the foregoing factors more fully, as well as certain other risk factors that may affect the results and other matters discussed in
the forward-looking statements identified above, in our filings with the SEC, including under the heading "Part I. Item 1A. Risk Factors" in our Annual
Report on Form 10-K. The forward-looking statements described above are made based on our knowledge of our business and our operating environment
and assumptions we believed to be reasonable when such forward-looking statements were made. As a consequence of the risks, factors and uncertainties
we discuss above and in our Annual Report on Form 10-K and other reports we may file with the SEC, other risks not known to us at this time, changes in
facts, assumptions not being realized or other circumstances, our actual results may differ materially from those results discussed in or implied or
contemplated by such forward-looking statements.
This cautionary statement qualifies all of the forward-looking statements made in this prospectus supplement and the accompanying prospectus,
including those forward-looking statements made in the documents incorporated by reference herein or therein. We cannot assure you that the results,
events or developments expected or anticipated by us will be realized or, even if substantially realized, that those results, events or developments will
result in the expected consequences for us or affect us, our business or our operations in the way or to the extent we expect. You are urged to consider all
of these risks, factors and uncertainties carefully in evaluating the forward-looking statements made in this prospectus supplement and the accompanying
prospectus, including those forward-looking statements made in the documents incorporated by reference herein or therein, and not to place undue reliance
on such forward-looking statements. We undertake no obligation to revise or update any forward-looking statement for any reason, except to the extent
required by applicable law.

S-vii
Table of Contents
SUMMARY
The following summary highlights information contained or incorporated by reference in this prospectus supplement and the accompanying
prospectus. It may not contain all of the information that you should consider before investing in the notes. You should carefully read this entire
prospectus supplement, as well as the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the
accompanying prospectus.
Walmart Inc.
Walmart Inc. is engaged in retail and wholesale operations in various formats around the world and is the world's largest retailer, with total
revenue of $500.3 billion and total net sales of $495.8 billion in our fiscal year ended January 31, 2018. Through our operations, we help people
around the world save money and live better--anytime and anywhere--in retail stores and through eCommerce. Through innovation, we are striving
https://www.sec.gov/Archives/edgar/data/104169/000119312518199670/d206936d424b5.htm[6/22/2018 9:26:49 AM]

424B5
to create a customer-centric experience that seamlessly integrates digital and physical shopping into an omni-channel offering that saves time for our
customers. Physical retail encompasses our brick and mortar presence in each of the markets in which we operate. eCommerce is comprised of our
eCommerce websites, mobile commerce applications and transactions involving both an eCommerce platform and a physical format, which we refer
to as omni-channel. Each week, we serve nearly 270 million customers who visit our more than 11,700 stores and numerous eCommerce websites
under 65 banners in 28 countries. Employing approximately 2.3 million associates around the world, we serve our customers and members primarily
through the operation of three business segments:

· Walmart U.S. is our largest segment with three primary store formats and eCommerce, as well as an omni-channel offering.

· Walmart International consists of our operations outside of the U.S. and includes retail, wholesale, eCommerce and other businesses.

These categories, other than eCommerce, consist of many formats, including supercenters, supermarkets, hypermarkets, warehouse clubs
(including Sam's Clubs) and cash & carry.

· Sam's Club consists of membership-only warehouse clubs in the U.S. and Puerto Rico, as well as eCommerce through samsclub.com.
We operate in all 50 states in the United States, Washington D.C. and Puerto Rico and, through wholly-owned subsidiaries, in Argentina,
Brazil, Canada, Chile, China, India, Japan and the United Kingdom. Through majority-owned subsidiaries, we operate in Africa (Botswana, Ghana,
Kenya, Lesotho, Malawi, Mozambique, Namibia, Nigeria, South Africa, Swaziland, Tanzania, Uganda and Zambia), Central America (Costa Rica, El
Salvador, Guatemala, Honduras and Nicaragua), and Mexico.
Walmart Inc. was incorporated in the State of Delaware on October 31, 1969. We maintain our principal executive offices at 702 S.W. 8th
Street, Bentonville, Arkansas 72716. Our main telephone number is 479-273-4000. The address of our corporate website is at
www.corporate.walmart.com. The information contained on our corporate website or any other website maintained by us is not part of this prospectus
supplement, the accompanying prospectus or the registration statement of which the accompanying prospectus is a part.

S-1
Table of Contents
Recent Developments
We have recently taken several strategic actions that we believe will further position our portfolio for long-term growth. Each of the
transactions summarized below remains subject to closing conditions, including the receipt of regulatory approvals:

· We have agreed to acquire approximately 77 percent of the share capital of Flipkart, a leading Indian eCommerce business, for an

aggregate cash purchase price of approximately $16 billion.

· We have agreed to the combination of J Sainsbury plc and ASDA Group Limited ("ASDA"), our wholly owned United Kingdom retail
subsidiary, in connection with which we would receive approximately 42 percent of the share capital (initially representing 29.9 percent of

the outstanding voting shares) of the combined business and approximately £2.975 billion in cash, subject to customary closing
adjustments, while we would retain the pre-closing obligations under the ASDA defined benefit plan (the "UK Combination").

· We have agreed to sell 80 percent of Walmart Brazil to Advent International ("Advent") for up to approximately $250 million in
contingent consideration, and in which transaction, we will provide an indemnification for certain pre-closing tax and legal contingencies

(the "Brazilian Divestiture"). Additionally, Advent has agreed to contribute capital to the business over a three-year period following the
closing of the Brazilian Divestiture.

· We have agreed to sell our banking operations in Walmart Canada and Walmart Chile, consistent with our focus on core retail

capabilities.
See "Recent Developments" in this prospectus supplement for additional information regarding the transactions described above.

S-2
Table of Contents
The Offering
https://www.sec.gov/Archives/edgar/data/104169/000119312518199670/d206936d424b5.htm[6/22/2018 9:26:49 AM]

424B5
The following is a brief summary of the terms and conditions of this offering. It does not contain all of the information that you need to consider
in making your investment decision. To understand all of the terms and conditions of the offering of the notes, you should carefully read this entire
prospectus supplement, as well as the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the
accompanying prospectus.

Issuer
Walmart Inc., a Delaware corporation.

Notes Offered
$750,000,000 aggregate principal amount of the 2020 floating rate notes;
$750,000,000 aggregate principal amount of the 2021 floating rate notes;
$1,250,000,000 aggregate principal amount of the 2020 fixed rate notes;
$1,750,000,000 aggregate principal amount of the 2021 fixed rate notes;
$2,750,000,000 aggregate principal amount of the 2023 notes;
$1,500,000,000 aggregate principal amount of the 2025 notes;
$2,750,000,000 aggregate principal amount of the 2028 notes;
$1,500,000,000 aggregate principal amount of the 2038 notes; and
$3,000,000,000 aggregate principal amount of the 2048 notes.

Maturity Dates
The 2020 floating rate notes and the 2020 fixed rate notes will mature on June 23, 2020; the
2021 floating rate notes and the 2021 fixed rate notes will mature on June 23, 2021; the 2023
notes will mature on June 26, 2023; the 2025 notes will mature on June 26, 2025; the 2028
notes will mature on June 26, 2028; the 2038 notes will mature on June 28, 2038; and the
2048 notes will mature on June 29, 2048.

Interest Rates
The 2020 floating rate notes will bear interest at a floating rate equal to three-month LIBOR
plus 4 basis points (0.040%); the 2021 floating rate notes will bear interest at a floating rate
equal to three-month LIBOR plus 23 basis points (0.230%); the 2020 fixed rate notes will
bear interest at the fixed rate of 2.850% per annum; the 2021 fixed rate notes will bear
interest at the fixed rate of 3.125% per annum; the 2023 notes will bear interest at the fixed
rate of 3.400% per annum; the 2025 notes will bear interest at the fixed rate of 3.550% per
annum; the 2028 notes will bear interest at the fixed rate of 3.700% per annum; the 2038
notes will bear interest at the fixed rate of 3.950% per annum; and the 2048 notes will be
interest at the fixed rate of 4.050% per annum.

Interest Payment Dates
In the case of the 2020 Floating Rate Notes, March 23, June 23, September 23 and December
23 of each year, beginning on September 23, 2018, in the case of the 2021 Floating Rate
Notes, March 23, June 23, September 23 and December 23 of each year, beginning on
September 23, 2018, in the case of the 2020 Fixed Rate Notes, June 23 and December 23 of
each year, beginning on

S-3
Table of Contents
December 23, 2018, in the case of the 2021 Fixed Rate Notes, June 23 and December 23 of
each year, beginning on December 23, 2018, in the case of the 2023 Notes, June 26 and
December 26 of each year, beginning on December 26, 2018, in the case of the 2025 Notes,
June 26 and December 26 of each year, beginning on December 26, 2018, in the case of the

2028 Notes, June 26 and December 26 of each year, beginning on December 26, 2018, in the
case of the 2038 Notes, June 28 and December 28 of each year, beginning on December 28,
2018 and in the case of the 2048 Notes, June 29 and December 29 of each year, beginning on
December 29, 2018.

Use of Proceeds
We intend to use a portion of the net proceeds from the sale of the notes to fund a portion of
the purchase price for the Flipkart Acquisition and, to the extent that the net proceeds from
the sale of the notes are not used for such purpose, for general corporate purposes, including
the payment of all or a portion of the special mandatory redemption price paid in connection
https://www.sec.gov/Archives/edgar/data/104169/000119312518199670/d206936d424b5.htm[6/22/2018 9:26:49 AM]

424B5
with any special mandatory redemption of the Special Mandatory Redemption Notes. See
"Use of Proceeds."

Denominations
The notes will be issued in minimum denominations of $2,000 and multiples of $1,000 in
excess thereof.

Further Issuances
We may, without the consent of the holders of the outstanding notes of a series, from time to
time, issue additional notes of that series ranking equally and ratably with the notes of such
series that we are offering by this prospectus supplement and the accompanying prospectus
and otherwise similar in all respects, including the same terms as to interest rate, maturity,
and redemption rights of our Company, to the notes of that series offered hereby except as
otherwise noted under "Description of the Notes" in this prospectus supplement.

Optional Redemption
We may, at our option, redeem, as a whole or in part, any of the outstanding 2020 fixed rate
notes and the 2021 fixed rate notes, at any time prior to the maturity date for such series of
notes, any of the outstanding 2023 notes at any time prior to May 26, 2023, any of the
outstanding 2025 notes at any time prior to April 26, 2025, any of the outstanding 2028 notes
at any time prior to March 26, 2028, any of the outstanding 2038 notes at any time prior to
December 28, 2037 and any of the outstanding 2048 notes at any time prior to December 29,
2047, in each case, at the applicable "make-whole" redemption price determined as described
under the heading "Description of the Notes--Optional Redemption of the Fixed Rate Notes"
in this prospectus supplement, plus any accrued and unpaid interest to, but excluding, the
redemption date.

In addition, we may, at our option, redeem, as a whole or in part, the 2023 notes at any time

on or after May 26, 2023, the 2025 notes at any time on or after April 26, 2025, the 2028
notes at any time on or

S-4
Table of Contents
after March 26, 2028, the 2038 notes at any time on or after December 28, 2037 and the 2048
notes at any time on or after December 29, 2047, in each case, at a redemption price equal to

100% of the principal amount of the notes of each such series to be redeemed, plus any
accrued and unpaid interest thereon to, but excluding, the redemption date. See "Description
of the Notes--Optional Redemption of the Fixed Rate Notes" in this prospectus supplement.

None of the floating rate notes will be redeemable at our option.

Special Mandatory Redemption
The offering of the notes is not conditioned upon the consummation of the Flipkart
Acquisition; however if (i) the Flipkart Acquisition has not been consummated on or prior to
June 7, 2019 (the "Outside Date"), (ii) the Flipkart Agreements are terminated on or prior to
the Outside Date, or (iii) we otherwise publicly announce on or prior to the Outside Date that
the Flipkart Acquisition will not be consummated, then, as required by the terms of the
Special Mandatory Redemption Notes, we will redeem all of the outstanding Special
Mandatory Redemption Notes on the special mandatory redemption date at a special
mandatory redemption price equal to 101% of the aggregate principal amount of the Special
Mandatory Redemption Notes of each series, plus any accrued and unpaid interest to, but
excluding, the special mandatory redemption date.
The "special mandatory redemption date" means the 20th day (or if such day is not a
business day, the first business day thereafter) after the earliest to occur of (i) the Outside
Date, if the Flipkart Acquisition has not been consummated on or prior thereto, (ii) the date
of termination of the Flipkart Agreements, or (iii) the date of public announcement by the
Company that the Flipkart Acquisition will not be consummated. See "Description of the
Notes--Special Mandatory Redemption."
https://www.sec.gov/Archives/edgar/data/104169/000119312518199670/d206936d424b5.htm[6/22/2018 9:26:49 AM]

Document Outline

#1">
- #1">